To Cover My Ears (And Block Out the World)
by RebelzHeart
Summary: Or, 5 times that Peter has sensory overload and five times that someone's there for him.
1. Hearing

**A/N:** Peter's feeling everything, all of his senses at once, he just happens to concentrate more at one at a time, like if your whole body's bruised, but you broke your arm, then you'll focus more on your arm despite the fact that everything hurts.

* * *

It's seriously not much at first, or so he thinks, then he steps out of his house one day, into the world and it's _screaming_ in his ears, horns honking and cars beeping and tires squealing and voices swelling and it's _so much_ that as Peter walks he's finding himself staggering in a zig zag type of pattern.

 _Act normal, act normal,_ he thinks and finds that it's way too hard, and there's so much _noise_ and it's just so _loud_ and he just _can't_ , it's too _much, way too much, he needed it to stopstopstop..._

So he just sort of stood there, right outside of his apartment building, shoving his hands over his hears and vaguely wondering how bad it would have been to have been born deaf instead.

( _It would be better than this_ , he thinks, though he knows it's not true he thinks at that moment that he'd give up so many things if it would just stop.)

Except he can still hear so much and he tries backing into his apartment in hopes that it'll make the sound go away but the creak of the door grates so hard on his ears, the hinge screaming at him as the sound of his hands slipping against the doorknob hisses at him.

 _Just get inside, and it'll go away,_ he tries to tell himself, ignore the little voice in head that knows it's not true.

And it's not, because even as he steps inside of the apartment, his hands are shaking and he manages to pull himself into the elevator but once he's inside, the sounds are weird and warped but it's kind okay because he sort of just lets the sound of groceries being put away distract him for a while, focusing on the steady little thumps of things being put away and the refrigerator door being opened and closing.

(In the back of his mind he realizes that this isn't normal, but he doesn't want to think, not when taking his complete focus and attention off of the sound of the groceries could mean that the world will _sound_ at him again.)

He tries to just _not think._

(Concentrate on the groceries, and hope this fades away _fast_.)

Except then the sound of groceries being put away stops and it's followed by the shuffling of feet and though he tries to concentrate on that, the world's blaring at him full stop and he just _can't_ anymore, and he just sort of drops, legs moving like jelly, knees sinking forwards and the rest of his body following as he presses his head between his ears and sort of just sits there, the muffled sounds of _everything_ assaulting him from all sides.

He wonders if he can get headphones or earbuds and hopes that maybe they can help him, but the world's too loud, the squeak of the elevators and even his breathing and the sound of something buzzing nearby that sounds kind of like a bug but is way too loud for anything that small to have the right to be.

(And he's just really _tired_ , thinking that he's just kind of sick of this and doesn't want to have to move anymore.)

So Peter just sort of huddles there for a while, eyes squeezed shut and balled up, until the nagging thought of, _you have to go to school_ , shoves at him, hard and pressing, and Peter sort of staggers to his feet and tries to fight through the pain and make his way to school.

(Except the streets are as blaringly loud as ever, even worse than they already were without this weird super hearing, so he sort of just gives up halfway and takes the bus instead of walking like he'd originally planned, and the people are loud and he can hear their thumbs smashing into their cell phone screams and their footsteps like stomps on the floor, but at least on the bus he can sit and curl up and tug his hood over his ears and nobody notices or cares, and he doesn't have to force his legs to drag on despite being way too tired to.)

And by the time he makes it to school, it's gone and he tries to forget it and pretend it's never happened.

(When he's working on his Spider-man outfit later, though, he pads the ears a bit more to act as mufflers, and starts wearing earplugs to school.)


	2. Touch

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* * *

He doesn't really expect for it to come back, but it _does_ , full force, as someone brushes past him on the subway and his ears sort of feel like water and his sight sort of blurs but more importantly, he _feels_ everything this time and it's different and weird but just as uncomfortable as his first experience.

His senses are still sharp and bright and a bit _much_ , but it's mostly the touch as people shuffle past him and every time that someone grazes him he's so incredibly _aware_.

He tries to act normal, tries to pretend nothing's happening (it's fine, it's fine, it's _not fine_ ) and sort of just _stumbles_ , the crowd pushing him and him trying to fight it but just wanting to give in, but every time someone bumps into him or brushes past him he's so _aware_ of it, so completely and utterly aware and it _stings_ and his mind is fogged up and he can't quite think right, just swaying back and forth and wishing that it would stop.

Peter closes his eyes for a moment and thinks about the last time, where everything was loud and shrill in his ear and how it felt like forever where it wouldn't go away and he thinks _no, no, no, not happening not again_ , but it _is_ happening and he can't stop it and he's frustrated and angry and not angry and he just doesn't really know how to feel, he just wants this to stop.

And it's _not_ stopping, it won't stop, so he backs up, moves away and shoves his way through the subway, thinking to himself, _this is going to hurt,_ before plunging into the crowd and trying to shove through the way that his skin prickles and he feels like screaming.

He finally gets out, a breath of air, although he has to take a moment to let the spots get away from him and allow his vision to reorient itself as he presses to hands against his forehead and leans against a nearby wall, not caring how this seems to anyone else as he slides down into a ball again, breathing quick and shallow and he thinks, _no, not again, this can't happen again, this isn't..._

Except it is, and he takes in great, gulping breaths, and then there's the sudden urge of _people can't see this_ and he doesn't quite know why but he picks himself up and forces himself to run into a nearby alley, and he just sort of sits in there, tipping his head back and closing his eyes and the brush of cloth against his skin and the scrape of the wall against his back as he breaths is harsh and wrong and it hurts, but it's better than the subway so he tries to pretend the pain's not there.

 _It will go away soon,_ he tells himself.

He ignores the little voice in his head whispering _but what if it doesn't_.

Tries to pretend that the brick wall to his shoulder blades feels like a knife scraping off his skin, bit by bit, every time that his shoulder blades go up and every time that he breathes.

He stifles a sob and it _hurts_ so badly, but nope, nope, it's going to go away, he just has to wait and...

Peter slams his head against the wall, wishing that he could just pass out and when he wakes up, this will all have been like a dream.

Except he can't pass out in the middle of an alley, he has to get home, or else May will be worried.

 _I'll call her,_ he thinks, but as soon as he touches his phone and moves his arms, he can feel the cloth brushing against his skin, scraping against his arms and he thinks _of all days to wear long sleeves_ and then there's the panicked thought of _will my ears feel like last time, too_ so he just presses his forehead into his knees, away from the wall, and _breathes._

 _In, out. In, out._

It's better than the subway.

 _In, out. In, out._

If he moves away from the wall, breathing isn't so bad.

 _In, out. In, out._

His clothes don't hurt that much.

 _In, out. In, out._

And the pain's gone, leaving so suddenly that if he weren't curled up like this, he would wonder if it had been there in the first place.

(Last time, he vows to himself.)

(But he can't control it, and the world is so _much_.)


	3. Sight

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* * *

He's halfway to expecting it by now, to be completely honest.

He doesn't really expect _this,_ though, the way that the world's too bright and crisp and clear but everything's wavy and wrong and it stings his eyes and _hurts_ so badly.

And Peter would close his eyes, step back, _breath,_ except he happens to be facing down a drug cartel and that's a _lot_ of guys with a _lot_ of guns, and he'd be in trouble even if his vision weren't beginning to completely fail him.

 _Don't show them weakness, don't show them weakness..._

Easier said (...thought... whatever) than done.

"Peter, your heart rate is elevating." Karen informed him. "Is it the adrenaline, or should I be worried?"

"It's just adrenaline." He reassured her, and she sighed a doubtful _okay_.

Quips, snark. What was something funny to say?

"Man, you guys are _totally_ outclassed here." Peter snipped teasingly, squinting and trying to ignore the way that his heart was pounding. "Get a few more people and you might stand a chance against me."

"Peter," Now there was some serious alarm in Karen's voice. "The suit's not bulletproof."

"No problem." Peter reassured her, and quickly shot a few taser webs at the closest goons. They all twitched and collapsed, Peter breathing a sigh of relief, before demanding in alarm, "Wait, that's not fatal, right?"

There was a slight pause, as though Karen were too exasperated to answer, before she sighed, "The webs have been altered to non lethal state for your convenience."

"Good. Great. Awesome." Peter shot a few more taser webs and followed the sharp warnings in the back of his head whenever he nearly got shot. "Whoa, this danger sense is so cool. Wait, no, danger sense is a lame word. Spider-man sense is too long. Warning feel? Back of head twitch? Boht for short. Nooo..." He shot a few more people with taser webs, and kicked one more. " _Dude,_ don't you know that guns are dangerous?" He demanded, before clocking one and knocking him out.

"Are you seriously thinking about code names for your powers?" Karen sounded so much like an exasperated, resigned parent that for a moment Peter almost felt embarassed.

"This is important, Karen!" He protested as his vision flickered again. He hissed, and closed his eyes, the back of his neck prickling before pain exploded across his shoulder. "Wait, _ow,_ did I just..."

"You've just been _shot_ , Peter!" Karen snapped, and Peter groaned.

"I kinda got that already." He hissed, knocking out the last of them before stumbling back to a wall and swinging a few blocks away. " _Ow,_ that _hurts_. Man, and I thought that getting stabbed was bad."

"I've called Iron Man." Karen sighed, and Peter quickly thanked her as he shut his eyes and pressed his head into his knees. "What happened back there? The man was right in front of you, you saw him easily."

"It's a bit too much," Peter mumbled, tipping his head back when the sound of repulsors hit him. "Can you make the eye holes a bit smaller and darker? My eyes are... it's all really _bright and_..."

"Kid, you got _shot_?" Tony's incredulous voice demanded, and Peter groaned.

"I took down a drug cartel, and that's what you ask?" He demanded, scowling.

"Impressive," Tony sighed as Peter's eye holes narrowed and dimmed the world down.

 _It's gone,_ Peter sighed, relieved.

But he'd gotten shot this time.

 _This had better not happen again,_ Peter thought, burying his face in his hands as Tony offered to carry him bridal style to the tower.


	4. Taste

There's a _building_ on him, and all that Peter can think about is the taste of blood and sawdust in his mouth as he gasps for breath and wishes that he could just keep his mouth shut (except he can't, because the second that he shuts his mouth is the second that he won't be able to breath anymore).

He gagged and tipped his head forwards, wishing that he could throw up and knowing that it would just make the bad taste in his mouth worse but mostly wishing that the taste would go away, and this had never happened, and this was all a dream.

(But if this was all a dream, then it would have had to start with that science trip and that would mean that he had never become what he was and had never done the amazing things he had done and he supposed that by the end of it, the experience had made him who he was and stuff.)

Peter kept spitting and spitting and the taste just _wouldn't go away_ so he was left gasping for air and trying to pretend that he was going to make it through this okay.

(He wasn't. Even if he got out of here, even if he beat the bad guy and saved the day, he wasn't going to get out of this okay, he would have nightmares and he would look at a building and think of how easily it could collapse, just like how every time he went near water he thought about that one man that slipped under the ferry in his fight with the Vulture, how easy it would be for him to drown and gasp for air and _die_.)

His brain was shutting down and his body didn't want to move and for a moment he wondered how bad it would be to just lie here and stop struggling.

 _If I could pass out,_ he thought, _at the taste will go away._

His vision flickered for a moment, black and a flash of white and spotty before it came back, the dark rubble still there when his vision came back. ( _Too much input at once, he could feel again, the nail digging into his leg and the sounds of sand falling and he could see each piece of rubble, how it could fall and smash onto him and kill him and he wondered how long it would take until he was out like a light.)_

 _Out._

 _I want out._ Peter focused on breathing (or at least he tried, but the taste in his mouth was bad and gross and he could imagine the blood and sand slipping down his throat and cutting off his air supply) and squeezed his eyes shut. _No. No I don't._

Because if he got out, if he stopped, if he never did this again, then what would happen?

 _An extra mugging, another rape, just another statistic._

(Another person, life ruined.)

 _If you can do what I can do,_ he remembered talking to Tony about it, _and you don't do anything, and something happens, when you could have stopped it, that's_ you're _fault._

This was on Peter.

He swallowed whatever was left in his mouth ( _copper and iron and dust and sand_ ) and ignored the way that it rubbed against his throat and went down _wrong_.

 _Get it together._

There was blood in his mouth and sand in his throat and he could taste the air, like brick and sweat and dust and sand and water and metal.

 _Get it together, Peter._

 _You're a hero, aren't you?_


	5. Smell

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* * *

He _really_ ought to expect it by now, except he doesn't, (because he's an idiot, a stupid, forgetful idiot that doesn't understand anything and can't plan ahead for anything,) which is why he's in the bathroom, leaning over a sink and splashing water onto his face and trying not to throw up.

"Get it together," He muttered, holding up his hands to his nose. _Dirt, dust, water, chemicals, washing machine, something acidic..._

 _In, out. In, out. Focus on breathing._

 _Why now of all times?_ Typical Parker luck. One day of peace, getting to shop with Aunt May without seeing Ben around every corner (he always hated Laura Secord because one time they forgot to fill in the bottom, so he just got an empty waffle cone with a scoop on top to make it look like it had ice cream in it, he bought a shirt from that store, he used to play with Peter on that merry go round, he teased Peter mercilessly about eating at that part of the food court, he bought May's anniversary gift there and _on and on and on_ ) and he still can't get things right.

All it took was one sample of perfume for him to identify everything in there, every ingredient, the smell of chemicals stinging his nose and way too strong for him to handle and just permanently _there_ , following him in the air and every time he breathed he could smell the perfume.

He mumbled a quick apology to May and an excuse about needing the bathroom, except the bathroom stank, too, and he could still smell the chemicals and the washing fluid and the way that they filtered the water and he could smell _everything_ and it smelled _wrong_ and _bad_ and overwhelming.

He closes his eyes and presses his back to the wall and he just listens, toilets flushing, taps running, hands scrubbing and still it _reeks_ of sweat and perfume and cloth and dust and everything is.

Just.

So.

 _Much_.

He puts some soap on his hands and scrubs them together, hoping that it will do something to get rid of the smell but the soap is sickeningly strong and smells like foam and flowers and machines and plastic and even when he runs water over his hands and lets it wash down the drain, it's smell still lingers in the bathroom and refuses to leave.

 _It would be nice,_ he thinks, _to have this stop._

To be able to control these freaky weird spider powers and be someone nice and normal who didn't gag at the smell of a bathroom and didn't _notice_ so much and just. He doesn't really know anymore, because he's tired and he's panicked and he's calm but he's kind of scared (scared of absolutely nothing, just scared that he'll keep feeling all this and the world will just press on in him and he'll be so aware of it that he can never _appreciate_ it) and he's fine but his heart's beating like a drum and he just thinks _breathe._

As though that's easy.

 _In, out. In, out._

And suddenly he doesn't care if it stops or not, he just wants to get out, and go to May like when he was a kid and got sick.

So he goes, holds her hand, breaths in the smell of _her,_ and it's comforting instead of assaulting, and offers her a weak smile.

"I love you, Aunt May." He says quietly, and she squeezes his hand, a soft, fond but sad smile on her lips.

"Love you, too."


	6. May

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* * *

They're in the kitchen when it happens, cleaning up after dinner as Peter scrubs away at the dishes and May puts the leftovers in containers and finds little niches in the fridge to shove them in, both of them singing along to Bob Dylan in horribly off key voices when it hits him like a sledge hammer.

The way that the dishes clink against each other and the thump of the refridgerator door opening and closing suddenly becomes very loud and sharp and he can feel the suds on his skin and the grease on his wrists (gross and thick and disgusting) and he's very aware of how he's breathing and how his tongue feels heavy in his mouth and he doesn't know what's happened but he knows all the same.

And then May's voice is shouting his name, loud and distorted yet small and far away as she calls, " _Peter,_ are you okay?"

He stumbles back and shoves his arms to his ears, only remembering just in time that his hands are still soapy and wet and he can't bring them up to his ears but other than that his mind's mostly a haze as he squeezes his eyes shut and tries to remember how to breath.

May's voice sounds like it's underwater as she whispers, "Peter, I need you to breath for me, okay? You're having a panic attack and I need you to breath with me, okay?"

Peter thinks that he nods, but he's not quite sure because it feels like his lungs and getting smaller and tighter and his chest is squeezing tight. In the back of his head he wonders if this is what a heart attack feels like and if it will kill him or not.

May reaches out to touch him and he flinches back, immediately hating himself for doing that when May pulls away, regret lining her features.

"Can you try to breath with me?" She asks quietly, acceptingly, and he nods jerkily but surely this time. "Alright. So, we're going to breath in, _two, three, four,_ out, _two, three, four,_ in, _two..._ "

They go on like this for a while, just breathing, shakily at first but eventually calm and sure.

When it passes, May reaches for Peter's hand and raises her eyebrows at him.

He nods and she squeezes his hand before asking, "Has this happened before?"

He wants to lie, to say no and wipe away the concern on her face and pretend this never happened, that it was just a once in a lifetime thing that would never come again. But he's lied to her enough and he can't lie to her anymore so he just nods and whispers, "Sorry, Aunt May."

"Don't apologize." She sniffs and wipes at her eyes and tightens her grip on Peter's soapy hands. "Don't you _dare_ apologize."

He wants to apologize for apologizing, but realizing how contradictory that is, he squeezes her hand tightly and says, "I'll finish up washing, and when we're done we can finish off that giant tub of ice cream and watch Inception, okay?"

She laughs and that, and gives him a quick, jerky nod, so they do that.

And if Peter happens refuse to let go of Aunt May's hand later, while they stuff their faces in ice cream and watch the movie, well, she doesn't say anything.

(She buys him earplugs the next day, though, and leaves them lying on his desk.)


	7. Ned

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* * *

He doesn't really recall what happens.

He and Ned are talking and then the building just sort of creaks and shifts and as he steps on a floorboard, he hears it creak under his foot and then the blind panic and the memory of a building crushing him returns and he just forgets to breath.

He feels his body slam against the wall as he stumbles back and his legs buckle as he slams to the floor, but it's all foggy and hazy, like he's dreaming or something like that.

"Peter? Peter? _Dude! Peter!_ " He flinches at Ned's voice (it's loud and foggy and the words bounce around in his brain like a rubber ball) and tries not to listen but it's too late and the world is _pouring_ in around him, like he's the only container for all the sound and touch and smells in the next hundred meter radius.

He groans and curls up, pressing his forehead into his pants (they're itchy and the fabric is wrong and rubs against his skin uncomfortably) and shuts his eyes.

" _Peter, are you okay?"_ Ned demanded.

"You're so loud." Peter groaned, curling up further as Ned poked him then quickly withdrew.

He could hear pencils rubbing against paper, footsteps against the ground, the rubbing of skin against cloth and teeth chewing and voices calling and bugs buzzing and...

"Fudgesicles, man." Ned pulled out his phone and tapped on it quickly, Peter groaning even more at the sound of Ned's thumbs tapping against the screen. "Okay, Google says that you're having a sensory overload. _Fudge,_ you have a sensory overload!" His voice squeaked, and he instantly clapped his hands over his mouth. "Okay, do you have your earplugs?"

Peter nodded, and Ned instantly began to raid his backpack.

"Hey, _hey,_ Peter! You're hyperventilating, omigosh, this is way too much..." Ned dropped his phone in his hurry to shove the earbuds in Peter's ears. " _Breath for me_ , okay? Oh, man, how much are you supposed to... Peter, _Peter,_ you are _not_ going to pass out on me, okay, talk to me, okay?"

"It's so _loud_." Peter whimpered, readjusting the earbuds and closing his eyes gratefully. "Thanks, Ned."

"Yeah, hey, no problem, man. I need you to talk to me though, okay? To make sure you're awake."

"I'm tired." Peter mumbled, reaching out to hold onto Ned's hand. "I... I don't think that I could pass out even if I wanted to. It's too much, there's too much for me to just ignore and pass out it's just..."

"Peter." Ned wrapped his fingers back around Peter's. "Talk to me about something stupid."

 _Ned's hands are soft._ Peter thought. _Like a teddy bear._

The thought would usually have made him laugh, but now it just felt comforting, a gentle reminder that grounded him.

 _Talk._ Hm.

"I never say anything stupid." Peter replied teasingly, flinching at the sound of his voice. "Can we... can we just be quiet for a while?"

There was a moment where Ned didn't say anything, just tapped on his phone. "Google says it's okay." Ned finally answered, voice soft and quiet.

So they just stayed there, Peter slumped against the wall, Ned holding his hand, and both listening to each other breathe.

The world was loud and overwhelming and awful.

But, Peter thought, with Ned there, it was at least bearable.


	8. Tony

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* * *

They're in Tony's workshop when it happens, Peter sitting on the workbench as Tony walks him through upgrades and fixes a few parts.

Then Tony comments something... Peter can't remember exactly what, but it's about buildings, and Peter thinks about the world collapsing and it just.

The workshop smells like motor oil and metal and rust and gas and Tony and he can feel a slight breeze from outside and the metal under his hands and each individual eraser shaving pressing into the palms of his hands and he can see each nail sticking out and every piece of rust curling on the edges of a metal table and he can hear the hum of the engines and the whirling of the motor and...

Peter _drops,_ knees first, crumpling over and sliding off the work bench like water.

He pulls his hands up and curves his spine over so that his forehead's practically touching his knees as he clamps his hands over his ears and tries to remember to breath.

"Kid? _Kid_?" Tony sounds panicked, alarm swelling in his voice as he shouts, reaching out to shake Peter's shoulder.

He flinches back and tries to pull away, but he doesn't quite have the energy to move that much and Tony's grip is like iron. (If the world weren't screaming at him, Peter would appreciate the beauty of that pun.)

"Kid, _breathe._ Shi- FRIDAY, call medical and analyze Peter! Kid, look at me, _look at me_ , hey, _hey_..."

He shakes his head and makes a low whining sound as his fingers tighten over his ears.

"Kid, _talk to me_."

"Loud." Peter mumbles, knowing that he probably sounds rude but being too overwhelmed to care, he just wants this flood of sound to stop and he can't pull up enough energy for full sentences. "Sensory overload."

Because he knows what's happening, and he understands that Tony's trying to diagnose him, so he figures it'll be better for the both of them if he just tells Tony what's wrong.

"Sensory..." Tony clamps his mouth shut, apparently understanding even as FRIDAY changes to speak in a soft, soothing tone that doesn't hurt Peter's ears as much.

Peter has the odd feeling that if Tony were allowed to talk, he'd be swearing up a storm.

Then Tony's grip on his shoulder releases, and while it wasn't the most comfortable of things, the sudden release of pressure feels uncomfortable and stuns Peter and the wild thought of _is he just leaving me_ makes him panic (it makes no sense, he should be fine, this should be fine but he's panicking and scared and he wants someone to stay with him, he doesn't want to deal with this alone) but then Tony just picks something up and comes back, gently removing Peter's ears and dutifully ignoring Peter's whimpers (he does wince sympathetically, looking like this physically pains him as well) and slides on a pair of headphones.

And suddenly, just like that, the brightness of the world dims to something that isn't so blindingly huge.

"Okay, kid?" Tony asks softly as Peter unfurls, squeezing Peter's arm gently.

Peter offers Tony a small, thankful smile. "Yeah." He agrees, placing a hand against the headphones gratefully. And just a thank you isn't enough, but he doesn't know what else to say so he just thanks Tony.

At Tony's answering smile, though, Peter thinks that he understands.


	9. Happy

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* * *

Happy's not there when it's triggered, he just arrives in the middle of this mess, swerving up in a giant, smooth sports car to pick Peter up from school and he gets confused when Peter's not at the gate, waiting for him.

The reason that Peter's not waiting for him at the gate is because he's still in the boy's bathroom stall, Ned desperately trying to help but failing because Peter forgot (of all stupid things to do) to bring his ear plugs to school that day.

Happy, being the patient man he is, waits for about half a minute before he rings up Peter's phone.

Ned, being the good friend he is, pulls the phone out from Peter's backpack while Peter moans over the shrill sound and is quick to pick up "Yes, hello, you have reached Peter's phone, please call back..."

"Where's Peter?" Happy cut him off impatiently.

"Um, uh, sir, I'm sorry, but at the moment, Peter is not available so you can't..."

" _Kid_ , I'm here to pick Peter up from school, so if you would give him his phone..."

"No can do." Ned cut him off sharply, eyes flickering over to Peter in concern. "Look, sir, you're cool. You're totally my idol. So go grab some headphones and come to the boy's bathroom on the first floor, okay?"

"Wha-"

Ned hung up on him and instantly crouched down to press one hand against Peter's knee. "Sorry," He whispered softly, cringing when Peter flinched back. _I know my voice is too loud._ Except he couldn't even apologize properly, because it would be too loud.

Peter closed his eyes and leaned forwards so that he could press his forehead against Ned's. "Happy's here." He murmured softly, the edges of his lips tightening as loud footsteps clicked against the bathroom tiles.

Ned turned his head slightly, and squeezed Peter's hands. "I'll be back," He promised softly, cringing when Peter shook his head.

" _Stay_." Peter whispered. "I swear I'll be done soon, I won't take up your time, I'm sorry, please, just..."

" _Peter_." Ned cut him off, frowning. " _I'll be back_."

Peter shook his head, whining softly when Ned let go and left the stall.

Ned gently led Happy out from the stall and out to the hallways, where he quietly explained the situation.

"This isn't his fault," Ned concluded, voice gaining a harsh edge as he tightened his grip around Happy's wrist. "And if you make him feel that way, Mr. Stark's bodyguard or not, I'll make you regret it."

"I won't." There was a frown in Happy's voice as he tried to wrench his arm from Ned's grip.

There was a long moment of silence, before Happy repeated, _I won't_ , and then Ned let him go.

Ned and Happy came through the stall a few moments later, having taken off his shoes to move a bit more quietly. "Hey, kid." He greeted Peter with a thoughtfully soft voice, much less of the harsh edge from their usual conversations lingering on his tongue. "Do you want to stay here, or do you want me to drive you home?"

Peter dug his nails into the back of his ear. "Stay." He pleaded, and Ned gave him a few words of askance before reaching out to hold his hand.

Happy was silent, musing for only a second before agreeing, "Alright, kid," and falling silent.

Peter reached out to brush Happy's shoulder, and Happy quickly caught it. When Peter made to pull away, Happy wrapped his hands around Peter's and gave it a small squeeze.

Peter offered Happy a small, hesitant smile, mouthing, _thank you_ , before his head tipped over and nearly smashed into his knees (Happy just barely caught it with his other hand as Peter groaned in pain).

(And if Happy started bringing noise cancelling headphones with him, then, well. It wasn't like it meant anything.)

(Okay. Fine. Maybe _something_.)

(The kid was growing on him like moss of the bark of a tree. Strangely enough, he was growing fond of the kid. Wait. _No._ He had honor. Dignity.)

(Yeah. He liked the kid.)


	10. Michelle

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She finds him under a table at the library, hyperventilating.

"So," Michelle sighed as she crouched down, plopping down into a cross legged position. "Ned's gone for one day and this happens."

Peter tries not to flinch, he really does, but Michelle's voice is so _loud_ along with the rest of the world, and he can't help but curl even more into himself.

Michelle instantly stops talking and stares at him long and hard, eyes calculating and thoughtful, before she asks softly, "Can I touch you, Peter?"

He almost wants to shake his head, to say no and let that be the end of it, remembering the day in the subway, but at the same time his skin feels fine, it's just his ears that are ringing and screaming, so he nods and tries not to cry because that would be embarrassing.

Huh. Funny how he's still worried about crying when he feels like he's dying.

Michelle reaches out to press a soft but firm hand against his back, and rubs her thumb gently against the back of his neck, bumping over the very top of his spine in a gentle massage. At first it feels uncomfortable, but after a while it soothes him, and he leans into the touch, closing his eyes and trying to focus on her touch instead of the way that the world's shouting at him.

It works, for the most part.

It also doesn't work, for the most part.

If that makes sense.

He curls up even further, pressing his head between his knees and she quickly pulls away, and he wants her to not do that, wants the hand on his back, warm and comforting, but it's not there anymore and he's too tired to ask for it.

They just sit there, Peter wishing for Michelle's warmth, and Michelle trying to pretend that she's not freaking out, and Peter finally manages to choke out, "Hand."

Michelle starts and quickly crawls back in front of him. "Hand?" She echoes, eyebrows knitting themselves together in confusion.

"Neck." He's given up on any bit of his imagined dignity, and sobs out the word, wishing that he could be back home in bed with Aunt May reading him a book and a cup of hot chocolate in hand.

She gets the gist of it, though, and puts her hand back where it was before, thumb scraping up and down the back of his neck, ever silent and patient.

He leans into her touch and they stay like that, quiet and comfortable and _right_.

When the world stops screaming at him, Peter's already closed his eyes, head tucked onto Michelle's shoulder, her humming softly as she sketches out a picture of him drooling in his sleep.

They pull apart silently, perhaps not needing words, perhaps simply not knowing what to say. Whatever the case, not a word is exchanged, merely a look, an understanding.

And if Michelle starts sitting across from them or Ned starts talking to her about getting Peter therapy, then it doesn't really mean too much, does it?

(At least, that's what Peter tells himself, until he crawls in through her window a few nights later.)

 **The End**

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 **A/N:** Did you see how I added that little reference to _At Your Window_ with that last sentence?`(It's one of my Michelle and Peter fics. Shameless self promotion.)


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